Staff at the U.S. Securities and Exchange Commission (SEC) released a set of new frequently asked questions on September 25 clarifying how token buyback programs and liquid staking arrangements fit within federal securities laws. The FAQs, issued by the SEC's Division of Corporation Finance, explain that announcing a buyback of a non-security token on a functional crypto system does not amount to a promise of essential managerial efforts — a distinction that matters for issuers navigating the Howey test and determining whether their tokens qualify as investment contracts under current SEC interpretations. For readers new to the machinery here, the Division of Corporation Finance is the SEC staff office that reviews corporate disclosures and issues interpretive guidance, and staff FAQs like these are one of the main vehicles through which the agency lays out how it will analyze securities law questions — even though, as the document itself notes, they do not carry the weight of formal rules.

Buyback Programs and Functional Systems

The guidance addresses a common industry practice. Issuers often run buyback programs for treasury management, supply reduction, or rebalancing purposes, and the staff's answers state that such announcements do not constitute a promise to undertake essential managerial efforts when the underlying crypto system is already functional.

The analysis changes for systems that are not yet functional. A buyback announcement could be treated as such a promise if the issuer frames it as “creating yield or return for token holders,” according to the FAQs. The distinction ties directly into the Howey test, the legal standard — established by the U.S. Supreme Court in its 1946 ruling in SEC v. W.J. Howey Co. — under which a transaction is an investment contract when money is invested in a common enterprise with a reasonable expectation of profits derived from the efforts of others. In practice, this makes the functionality of the underlying network the pivotal factor in the buyback analysis — and it puts the burden on issuers to check both the status of their network and the framing of their messaging, since the same announcement can land on either side of the line depending on those two variables.

Journalist Eleanor Terrett summarized the update on X, writing that the new FAQs are “clarifying how the Commission’s March interpretive release” applies to token functionality and staking receipts. She added that the guidance reflects staff views only and carries no legal force.

NEW: SEC staff has issued new FAQs clarifying how the Commission’s March interpretive release on digital assets applies to token functionality, staking receipt tokens and contracts. Among the guidance: once a network is functional, services to maintain, improve or… pic.twitter.com/jxOiWGLQN9

— Eleanor Terrett (@EleanorTerrett) September 25, 2026

The September 25 document builds on both the March interpretive release and the Commission's August proposing release. The FAQs reaffirm an earlier position from that proposing release: securing, maintaining, or enhancing a functional system does not involve essential managerial efforts, and the same applies to funding or sponsoring development projects that support network effects. With the August release still in proposed form, one open question for market participants is whether the Commission ultimately adopts these staff positions into finalized policy or leaves them standing purely as interpretive context.

Staking Receipt Tokens and Classification

The FAQs further address how Staking Receipt Tokens are classified under the Interpretive Release. A receipt tied to a digital commodity that is not subject to an investment contract functions as a digital tool: it evidences ownership of an underlying asset rather than creating new financial rights. That placement matters in practice, because classification determines whether a token sits outside the investment contract analysis or within the reach of securities obligations.

Classification can shift depending on the issuer. A Staking Receipt Token issued by a protocol-based Liquid Staking Provider may itself qualify as a digital commodity, because its value derives from the programmatic operation of a functional crypto system alongside ordinary supply and demand dynamics. Liquid staking is a widely used arrangement in which participants stake network assets while receiving transferable receipts that represent the staked positions.

The staff also clarified how promotional language factors into the analysis. Promoting a system's current utility and capabilities likely does not, on its own, create a promise of managerial efforts. Indefinite statements about future utility receive similar treatment when profit potential is not mentioned. Taken together with the buyback answers, the guidance puts the emphasis on communication: what counts is less the existence of a program or marketing campaign than the expectations an issuer's language creates around profits and managerial efforts.

Notably, the document states the answers have “no legal force or effect” and do not alter existing law. Issuers and market should treat the guidance as interpretive context rather than binding regulation — a reference point for how the staff may read buyback announcements and staking structures going forward, not a substitute for compliance with the underlying statutes.

Source: Blockonomi